Tax-Managed Multi-Cap Growth Portfolio NCSR Certified annual shareholder report (management investment company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-09837

Tax-Managed Multi-Cap Growth Portfolio

(Exact Name of Registrant as Specified in Charter)

Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)

(617) 482-8260

(Registrant’s Telephone Number)

October 31

Date of Fiscal Year End

October 31, 2011

Date of Reporting Period

Item 1. Reports to Stockholders

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Portfolio of Investments


Common Stocks — 98.9%⁽¹⁾

Security	Shares		Value



Aerospace & Defense — 1.8%

Precision Castparts Corp.		11,400	$	1,859,910


			$	1,859,910




Air Freight & Logistics — 1.3%

Expeditors International of Washington, Inc.		28,500	$	1,299,600


			$	1,299,600




Auto Components — 1.1%

Lear Corp.		23,300	$	1,093,003


			$	1,093,003




Beverages — 0.8%

Anheuser-Busch InBev NV ADR		14,900	$	826,503


			$	826,503




Capital Markets — 1.0%

Lazard, Ltd., Class A		14,700	$	401,898
T. Rowe Price Group, Inc.		12,100		639,364


			$	1,041,262




Chemicals — 4.2%

Celanese Corp., Class A		35,700	$	1,554,735
Monsanto Co.		25,800		1,876,950
Praxair, Inc.		9,300		945,531


			$	4,377,216




Commercial Services & Supplies — 1.4%

Waste Connections, Inc.		43,750	$	1,489,688


			$	1,489,688




Communications Equipment — 3.2%

QUALCOMM, Inc.		43,400	$	2,239,440
Riverbed Technology, Inc.⁽²⁾		29,800		821,884
Sycamore Networks, Inc.		14,100		271,002


			$	3,332,326




Computers & Peripherals — 9.1%

Apple, Inc.⁽²⁾		13,900	$	5,626,442
Dell, Inc.⁽²⁾		79,100		1,250,571
EMC Corp.⁽²⁾		69,100		1,693,641
Quantum Corp.⁽²⁾		343,600		896,796


			$	9,467,450




Consumer Finance — 1.1%

American Express Co.		23,300	$	1,179,446


			$	1,179,446




Diversified Financial Services — 1.1%

Citigroup, Inc.		12,400	$	391,716
Moody’s Corp.		19,600		695,604


			$	1,087,320




Energy Equipment & Services — 6.2%

Ensco PLC ADR		29,700	$	1,474,902
Halliburton Co.		52,900		1,976,344
Rowan Cos., Inc.⁽²⁾		43,100		1,486,519
Tidewater, Inc.		31,300		1,540,899


			$	6,478,664




Food Products — 1.1%

Mead Johnson Nutrition Co.		16,300	$	1,171,155


			$	1,171,155




Health Care Equipment & Supplies — 1.9%

Analogic Corp.		13,000	$	703,040
St. Jude Medical, Inc.		32,000		1,248,000


			$	1,951,040




Health Care Providers & Services — 6.3%

Catalyst Health Solutions, Inc.⁽²⁾		24,400	$	1,341,268
Centene Corp.⁽²⁾		41,300		1,451,695
DaVita, Inc.⁽²⁾		16,800		1,176,000
MEDNAX, Inc.⁽²⁾		21,600		1,421,280
Team Health Holdings, Inc.⁽²⁾		57,600		1,170,432


			$	6,560,675




Health Care Technology — 1.4%

Allscripts Healthcare Solutions, Inc.⁽²⁾		77,400	$	1,482,210


			$	1,482,210

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Hotels, Restaurants & Leisure — 5.2%

Panera Bread Co., Class A⁽²⁾		9,300	$	1,243,317
Starbucks Corp.		28,300		1,198,222
Starwood Hotels & Resorts Worldwide, Inc.		18,600		932,046
Yum! Brands, Inc.		37,900		2,030,303


			$	5,403,888




Household Products — 2.2%

Church & Dwight Co., Inc.		25,500	$	1,126,590
Colgate-Palmolive Co.		12,400		1,120,588


			$	2,247,178




Industrial Conglomerates — 0.8%

Danaher Corp.		17,000	$	821,950


			$	821,950




Insurance — 0.4%

Aflac, Inc.		9,000	$	405,810


			$	405,810




Internet & Catalog Retail — 3.6%

Amazon.com, Inc.⁽²⁾		9,500	$	2,028,345
priceline.com, Inc.⁽²⁾		3,400		1,726,248


			$	3,754,593




Internet Software & Services — 5.7%

eBay, Inc.⁽²⁾		32,900	$	1,047,207
Google, Inc., Class A⁽²⁾		3,800		2,252,032
LinkedIn Corp., Class A⁽²⁾		2,800		251,720
Rackspace Hosting, Inc.⁽²⁾		34,400		1,423,816
VeriSign, Inc.		29,800		956,282


			$	5,931,057




IT Services — 2.8%

Accenture PLC, Class A		25,400	$	1,530,604
Visa, Inc., Class A		14,900		1,389,574


			$	2,920,178




Life Sciences Tools & Services — 0.9%

Bruker Corp.⁽²⁾		64,800	$	935,064


			$	935,064




Machinery — 5.0%

Cummins, Inc.		16,500	$	1,640,595
Kennametal, Inc.		29,400		1,143,366
Parker Hannifin Corp.		15,800		1,288,490
Timken Co. (The)		25,500		1,074,060


			$	5,146,511




Media — 1.0%

Sirius XM Radio, Inc.⁽²⁾		565,400	$	1,012,066


			$	1,012,066




Metals & Mining — 0.7%

Cliffs Natural Resources, Inc.		10,200	$	695,844


			$	695,844




Oil, Gas & Consumable Fuels — 4.1%

Cabot Oil & Gas Corp.		22,700	$	1,764,244
Rosetta Resources, Inc.⁽²⁾		18,555		822,729
SM Energy Co.		19,700		1,633,327


			$	4,220,300




Personal Products — 1.1%

Estee Lauder Cos., Inc. (The), Class A		11,700	$	1,151,865


			$	1,151,865




Pharmaceuticals — 2.4%

Allergan, Inc.		19,800	$	1,665,576
Warner Chilcott PLC, Class A⁽²⁾		47,800		866,136


			$	2,531,712




Professional Services — 0.6%

Odyssey Marine Exploration, Inc.⁽²⁾		227,900	$	649,515


			$	649,515




Real Estate Investment Trusts (REITs) — 1.0%

AvalonBay Communities, Inc.		7,700	$	1,029,413


			$	1,029,413




Road & Rail — 2.5%

J.B. Hunt Transport Services, Inc.		28,700	$	1,214,297
Kansas City Southern⁽²⁾		21,832		1,379,127


			$	2,593,424

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Portfolio of Investments — continued


Security	Shares		Value


Semiconductors & Semiconductor Equipment — 4.1%

Cirrus Logic, Inc.⁽²⁾		60,800	$	1,011,712
Cypress Semiconductor Corp.⁽²⁾		94,000		1,796,340
NetLogic Microsystems, Inc.⁽²⁾		30,000		1,476,000


			$	4,284,052




Software — 2.9%

Ariba, Inc.⁽²⁾		36,900	$	1,168,992
Intuit, Inc.		14,600		783,582
Microsoft Corp.		19,700		524,611
VMware, Inc., Class A⁽²⁾		5,700		557,175


			$	3,034,360




Specialty Retail — 3.7%

Abercrombie & Fitch Co., Class A		14,600	$	1,086,240
Ross Stores, Inc.		15,700		1,377,361
Signet Jewelers, Ltd.		14,800		638,028
Tractor Supply Co.		11,000		780,340


			$	3,881,969




Textiles, Apparel & Luxury Goods — 2.5%

NIKE, Inc., Class B		15,800	$	1,522,330
Warnaco Group, Inc. (The)⁽²⁾		22,300		1,094,930


			$	2,617,260




Tobacco — 1.2%

Philip Morris International, Inc.		17,000	$	1,187,790


			$	1,187,790




Trading Companies & Distributors — 1.5%

W.W. Grainger, Inc.		9,100	$	1,558,921


			$	1,558,921



Total Common Stocks
(identified cost $91,211,964)			$	102,712,188




Short-Term Investments — 3.0%

	Interest
Description	(000’s omitted)		Value


Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽³⁾	$	3,097	$	3,097,204



Total Short-Term Investments
(identified cost $3,097,204)			$	3,097,204



Total Investments — 101.9%
(identified cost $94,309,168)			$	105,809,392


Covered Call Options Written — (0.1)%

	Number of		Strike		Expiration
Security	Contracts		Price		Date		Value


Apple, Inc.		12	$	440.00		11/19/11	$	(744	)
Cirrus Logic, Inc.		357		20.00		11/19/11		(893	)
Cypress Semiconductor Corp.		235		18.00		11/19/11		(36,425	)
Dell, Inc.		376		18.00		11/19/11		(3,008	)
EMC Corp.		227		25.00		11/19/11		(10,101	)
LinkedIn Corp., Class A		28		95.00		11/19/11		(12,180	)
Monsanto Co.		65		80.00		11/19/11		(1,527	)
NIKE, Inc., Class B		19		92.50		11/19/11		(9,405	)
Panera Bread Co., Class A		14		135.00		12/17/11		(8,680	)
QUALCOMM, Inc.		109		55.00		11/19/11		(8,230	)
Sycamore Networks, Inc.		141		20.00		11/19/11		(9,518	)
VMware, Inc., Class A		57		97.50		11/19/11		(20,520	)



Total Covered Call Options Written
(premiums received $138,382)							$	(121,231	)



Other Assets, Less Liabilities — (1.8)%							$	(1,867,280	)



Net Assets — 100.0%							$	103,820,881

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.


ADR		- American Depositary Receipt


⁽¹⁾		All or a portion of each applicable common stock for which a written call option is outstanding at October 31, 2011 has been pledged as collateral for such written option.

⁽²⁾		Non-income producing security.

⁽³⁾		Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2011.

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Statement of Assets and Liabilities


Assets	October 31, 2011

Unaffiliated investments, at value (identified cost, $91,211,964)	$	102,712,188
Affiliated investment, at value (identified cost, $3,097,204)		3,097,204
Dividends receivable		43,288
Interest receivable from affiliated investment		234
Receivable for investments sold		857,808
Tax reclaims receivable		10,678


Total assets	$	106,721,400





Liabilities

Written options outstanding, at value (premiums received, $138,382)	$	121,231
Payable for investments purchased		2,674,650
Payable to affiliates:
Investment adviser fee		54,825
Trustees’ fees		372
Accrued expenses		49,441


Total liabilities	$	2,900,519


Net Assets applicable to investors’ interest in Portfolio	$	103,820,881





Sources of Net Assets

Net proceeds from capital contributions and withdrawals	$	92,303,640
Net unrealized appreciation		11,517,241


Total	$	103,820,881

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Statement of Operations


	Year Ended
Investment Income	October 31, 2011

Dividends (net of foreign taxes, $15,844)	$	982,297
Interest allocated from affiliated investment		3,021
Expenses allocated from affiliated investment		(331	)


Total investment income	$	984,987





Expenses

Investment adviser fee	$	766,799
Trustees’ fees and expenses		4,479
Custodian fee		73,480
Legal and accounting services		38,498
Miscellaneous		4,501


Total expenses	$	887,757


Deduct —
Reduction of custodian fee	$	12


Total expense reductions	$	12



Net expenses	$	887,745



Net investment income	$	97,242





Realized and Unrealized Gain (Loss)

Net realized gain (loss) —
Investment transactions	$	17,049,872
Investment transactions allocated from affiliated investment		85
Written options		544,662
Foreign currency transactions		(2,134	)


Net realized gain	$	17,592,485


Change in unrealized appreciation (depreciation) —
Investments	$	(6,884,170	)
Written options		17,151
Foreign currency		1,142


Net change in unrealized appreciation (depreciation)	$	(6,865,877	)



Net realized and unrealized gain	$	10,726,608



Net increase in net assets from operations	$	10,823,850

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Statements of Changes in Net Assets


	Year Ended October 31,

Increase (Decrease) in Net Assets	2011			2010

From operations —
Net investment income	$	97,242		$	2,884
Net realized gain from investment transactions, written options and foreign currency transactions		17,592,485			16,861,981
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		(6,865,877	)		(930,543	)


Net increase in net assets from operations	$	10,823,850		$	15,934,322


Capital transactions —
Contributions	$	23,827,543		$	2,348,316
Withdrawals		(51,290,189	)		(24,938,855	)


Net decrease in net assets from capital transactions	$	(27,462,646	)	$	(22,590,539	)



Net decrease in net assets	$	(16,638,796	)	$	(6,656,217	)





Net Assets

At beginning of year	$	120,459,677		$	127,115,894


At end of year	$	103,820,881		$	120,459,677

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Supplementary Data


	Year Ended October 31,

Ratios/Supplemental Data	2011			2010			2009			2008			2007

Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.75	%		0.76	%		0.76	%		0.76	%		0.72	%
Net investment income		0.08	%⁽²⁾		0.00	%⁽³⁾⁽⁴⁾		0.39	%		0.54	%		2.24	%⁽⁵⁾
Portfolio Turnover		139	%		200	%		205	%		283	%		157	%


Total Return		8.57	%		13.37	%		21.24	%		(43.60	)%		44.75	%



Net assets, end of year (000’s omitted)	$	103,821		$	120,460		$	127,116		$	140,510		$	218,931


⁽¹⁾		Excludes the effect of custody fee credits, if any, of less than 0.005%.
⁽²⁾		Includes special dividends equal to 0.21% of average daily net assets.
⁽³⁾		Includes special dividends equal to 0.10% of average daily net assets.
⁽⁴⁾		Amount is less than 0.005%.
⁽⁵⁾		Includes special dividends equal to 1.85% of average daily net assets.

See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Notes to Financial Statements

1 Significant Accounting Policies

Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2011, Eaton Vance Tax-Managed Multi-Cap Growth Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 56.1% and 43.9%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Short-term debt securities purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of October 31, 2011, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each of the Portfolio’s federal tax returns filed in the 3-year period ended October 31, 2011 remains subject to examination by the Internal Revenue Service.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Notes to Financial Statements — continued

E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H Indemnifications — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

I Written Options — Upon the writing of a call or a put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Portfolio is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2011, the Portfolio’s investment adviser fee amounted to $766,799 or 0.65% of the Portfolio’s average daily net assets.

Except for Trustees of the Portfolio who are not members of EVM’s or BMR’s organizations, officers and Trustees receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2011, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $160,663,638 and $176,687,158, respectively, for the year ended October 31, 2011.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Notes to Financial Statements — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2011, as determined on a federal income tax basis, were as follows:


Aggregate cost	$	94,509,652



Gross unrealized appreciation	$	13,545,592
Gross unrealized depreciation		(2,245,852	)



Net unrealized appreciation	$	11,299,740

The net unrealized appreciation on written options and foreign currency transactions at October 31, 2011 on a federal income tax basis was $17,017.

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of written call options at October��31, 2011 is included in the Portfolio of Investments.

Written call options activity for the year ended October 31, 2011 was as follows:


	Number of			Premiums
	Contracts			Received


Outstanding, beginning of year		—		$	—
Options written		15,974			934,558
Options terminated in closing purchase transactions		(2,010	)		(25,737	)
Options exercised		(1,718	)		(238,158	)
Options expired		(10,606	)		(532,281	)



Outstanding, end of year		1,640		$	138,382

At October 31, 2011, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to equity price risk in the normal course of pursuing its investment objective. The Portfolio writes covered call options on individual stocks above the current value of the stock to generate premium income. In writing call options on individual stocks, the Portfolio in effect, sells potential appreciation in the value of the applicable stock above the exercise price in exchange for the option premium received. The Portfolio retains the risk of loss, minus the premium received, should the price of the underlying stock decline. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at October 31, 2011 was as follows:


	Fair Value
	Asset Derivative		Liability Derivative⁽¹⁾


Written options	$	—	$	(121,231	)


⁽¹⁾		Statement of Assets and Liabilities location: Written options outstanding, at value.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Notes to Financial Statements — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the year ended October 31, 2011 was as follows:


	Realized Gain (Loss)		Change in Unrealized
	on Derivatives Recognized		Appreciation (Depreciation) on
	in Income⁽¹⁾		Derivatives Recognized in Income⁽²⁾


Written options	$	544,662	$	17,151


⁽¹⁾		Statement of Operations location: Net realized gain (loss) – Written options.
⁽²⁾		Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

6 Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million ($450 million prior to September 12, 2011) unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% (0.10% prior to September 12, 2011) on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2011.

7 Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.


•	Level 1 – quoted prices in active markets for identical investments

•	Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•	Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At October 31, 2011, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total


Common Stocks	$	102,712,188		$	—	$	—	$	102,712,188
Short-Term Investments		—			3,097,204		—		3,097,204



Total Investments	$	102,712,188		$	3,097,204	$	—	$	105,809,392




Liability Description



Covered Call Options Written	$	(121,231	)	$	—	$	—	$	(121,231	)



Total	$	(121,231	)	$	—	$	—	$	(121,231	)

The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Portfolio held no investments or other financial instruments as of October 31, 2010 whose fair value was determined using Level 3 inputs. At October 31, 2011, the value of investments transferred between Level 1 and Level 2, if any, during the year then ended was not significant.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2011

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Tax-Managed Multi-Cap Growth Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Multi-Cap Growth Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Multi-Cap Growth Portfolio as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 22, 2011

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 179 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience



Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	Since 2007	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 179 registered investment companies and 1 private investment company managed by EVM or BMR. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and Portfolio. Directorships in the Last Five Years.⁽¹⁾ Director of EVC.

Noninterested Trustees

Scott E. Eston 1956	Trustee	Since 2011	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and		Principal Occupation(s) and Directorships
Name and Year of Birth	the Portfolio	Length of Service	During Past Five Years and Other Relevant Experience


Noninterested Trustees (continued)

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2000	Paul Hastings Professor of Corporate and Securities Law (since 2006) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee since 2005	Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). Directorships in the Last Five Years.⁽¹⁾ None.

Principal Officers who are not Trustees
	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years



Duncan W. Richardson 1957	President	Of the Trust since 2011⁽²⁾ and of the Portfolio since 2002	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield 1956	Vice President of the Trust	Since 2011	Chief Income Investment Officer of EVC. Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2008	Vice President of EVM and BMR.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

Management and Organization — continued


	Position(s)
	with the
	Trust and	Length of	Principal Occupation(s)
Name and Year of Birth	the Portfolio	Service	During Past Five Years


Principal Officers who are not Trustees (continued)

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.


⁽¹⁾		During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).
⁽²⁾		Prior to 2011, Mr. Richardson was Vice President of the Trust since 2001.

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2011

IMPORTANT NOTICES

Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:


•	Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions.

•	None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker/dealers.

•	Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

•	We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.

Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).

Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Multi-Cap Growth Portfolio
Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Multi-Cap Growth Fund
Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*
Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian
State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent
BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm
Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices
Two International Place

Boston, MA 02110

FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.


824-12/11	TMCAPSRC

Item 2. Code of Ethics

The registrant has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

(a)-(d)

The following table presents the aggregate fees billed to the registrant for the registrant’s fiscal years ended October 31, 2010 and October 31, 2011 by the registrant’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by D&T during such periods.


Fiscal Years Ended	10/31/10		10/31/11

Audit Fees	$	26,300	$	26,560

Audit-Related Fees⁽¹⁾	$	0	$	0

Tax Fees⁽²⁾	$	8,400	$	8,480

All Other Fees⁽³⁾	$	900	$	900


Total	$	35,600	$	35,940


⁽¹⁾		Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees.

⁽²⁾		Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters.

⁽³⁾		All other fees consist of the aggregate fees billed for products and services provided by the registrant’s principal accountant other than audit, audit-related, and tax services.

(e)(1) The registrant’s audit committee has adopted policies and procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.

The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment, compensation, and oversight of the work of the registrant’s principal accountant.

(e)(2) No services described in paragraphs (b)-(d) above were approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.

(f) Not applicable.

(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the registrant by D&T for the registrant’s fiscal years ended October 31, 2010 and October 31, 2011; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.


Fiscal Years Ended	10/31/10		10/31/11

Registrant	$	9,300	$	9,380

Eaton Vance⁽¹⁾	$	278,901	$	226,431


(1)		Certain entities that provide ongoing services to the registrant are subsidiaries of Eaton Vance Corp.

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

No Material Changes.

Item 11. Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics — Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tax-Managed Multi-Cap Growth Portfolio


By:		/s/ Duncan W. Richardson Duncan W. Richardson
		President

Date: December 22, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Barbara E. Campbell Barbara E. Campbell Treasurer

Date: December 22, 2011


By:		/s/ Duncan W. Richardson Duncan W. Richardson President

Date: December 22, 2011

Tax-Managed Multi-Cap Growth Portfolio N-CSRCertified annual shareholder report (management investment company)